This Clock Never Seemed So Alive
by irishartemis
Summary: The Doctor realizes something about his companion. Will he act on it?


_**The Doctor comes to realize something about his companion...**_

__**There is an Original Character. And there is smut. If it's not your thing,**** you're not obliged to read this story! Other than that, enjoy!**_**  
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**Don't own Doctor Who or a TARDIS. We're only having some fun here**_**.  
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><p><em>'Cause it's you and me and all of the people with nothing to do<br>Nothing to lose  
>And it's you and me and all other people<br>And I don't know why, I can't keep my eyes off of you_

-"You and Me", Lifehouse

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><p>"We're going to be late!" The Doctor cried from the control room of the TARDIS. He was getting twitchy and trying very hard not to crawl under the console and start tinkering to keep himself occupied. His companion was taking forever to emerge from the wardrobe, trying to find "suitable" clothing for the latest place they were visiting.<p>

Alystra was a beautiful and serene planet in the future of the human species. The pair had been browsing the local market near where the TARDIS landed when they passed an individual passing out invitations to a public dance. The Doctor couldn't resist the opportunity; especially since Alystra's dances occasionally channeled 20th century Earth. She'd been reluctant at first, but the Doctor was persistent. She caved when he pouted at her like a kicked puppy. He wanted to see how beautiful his plain companion would look in a dress.

As much as he tried to ignore it, especially after what had happened with Martha and – more painfully – Rose, the Doctor was attracted to the petite woman. No good could come of it in the end, but he was tired of being alone. So, he took on a new companion in Faith, and she'd wormed her way into his hearts so effortlessly that it had stunned him to realize it one day when he looked at her. _Him._ A 900-something year old Time Lord of enormous intellect.

The Doctor sighed, taking out his sonic screwdriver and fiddling with it. He did not want another regret like Rose and neither did he want to be alone at the moment. He'd just have to be patient and wait for the opportunity he needed. However, at the moment, his patience was wearing thin.

"Faith! Are you…coming?" The Time Lord stood from the captain's chair and turned, intending to retrieve his errant companion, before trailing off as the woman in question entered the room.

She was beautiful. The TARDIS supplied her with a forest green ball gown held up by thin straps over her slender shoulders. She was fresh faced with her ginger hair swept up on top of her head in an elegant knot. At the base of her throat was the rare opal-like gem he acquired for her at the market because he knew immediately it was for her.

For once, the Doctor's voice failed him and he couldn't do much but stare in amazement, like she was a new planet he had never been to or heard of. He looked for beauty in the universe, through time and space, and here it was standing in front of him.

"I know! I'm sorry! The wardrobe gave me too many clothes when I asked for a dress. _You_ try finding a dress in your size that looks like something you _can_ wear instead of a dress that requires help getting into!" Faith declared, ruffling her skirt.

She wanted to look presentable for the Doctor for once. She knew the Doctor was handsome. Someone would have to be blind to miss that. But it was his quirky personality that made him loveable. And now the Doctor was silently staring at her, which was not like him at all.

"Doctor?"

The Doctor shook his head slightly to clear it and grinned his best grin at her. "Right. Sorry. Hello!"

"Are you all right?"

"Brilliant! Ready to go now?" he asked, shoving the sonic screwdriver back into his jacket pocket and heading for the door.

Faith's expression fell as the Doctor strode down the ramp to the TARDIS's doors, shrugging on his long brown coat as he went. She was hoping he'd say something nice about how she looked or something to that effect. She stared at the ground sullenly as she fingered the key to the TARDIS on the bracelet around her wrist, feeling the metal give a reassuring hum. A hand covered her own and she looked up at the Doctor staring down at her with his ageless brown eyes. She forced a smile onto her face, and he responded with a raised eyebrow.

"All right, love?"

"Yeah, fine."

The Doctor stared at her for a long second, trying to put his finger on what was wrong. "Do you not want to go?"

"No."

"Because we don't have to go to the dance. We can go anywhere. _Well,_ almost anywhere. Anywhere you'd like," he said, grinning.

"No. It's not that."

"Then what?"

She blushed and found the ground suddenly interesting.

"Faith?" The Doctor asked, trying to meet her eyes.

"It's nothing."

He tucked a finger under her chin and forced her eyes up to meet his. "'Nothing?' Tell me."

Faith shrugged, trying not to meet the Time Lord's eyes. "It's stupid."

The Doctor gripped her shoulders with his hands. "Tell me."

"I was hoping you'd say I looked nice or something," Faith murmured, studiously avoiding the Doctor's gaze.

He paused, looking over the girl's head and groaned. _Stupid! How could I be so stupid?_

He should have known better; especially after Donna, who loved clothing like any other woman. But Faith was different. She was happy running for her life like he was. Or reading books. Or accidentally falling into the swimming pool when it turned up in the library. She was so laid back that sometimes he could forget she _was_ a woman, after all. And then there were other times when he was painfully aware of the fact.

"Oh, Faith. Faith, I'm sorry," he said, pulling her into a hug before holding her at arm's length to look her over. "Of course, you look lovely. That isn't to say that you don't always look lovely; you do. You look especially more so now. Brilliant, even. That is, I'm not saying this because you asked me to. I mean it's very true…I think I'll just stop talking now, yeah?"

Faith watched the Doctor stammer, rubbing the back of his neck as he tried to get himself under control after letting his mouth run away from him. She smiled at the adorably flustered Time Lord.

"Thanks, Doctor. I think I understood that," she said, pulling his arm back down to his side.

The Doctor looked at her with a seriousness only he could muster. "I mean it. You look beautiful."

She blushed under the intensity of that gaze. "Thank you."

He continued to look at her as though deciding something before breaking out in a brilliant grin.

"Brilliant! Now, allons-y! We don't want to miss the food, do we? Alystra has the most amazing desserts," he said, offering her his arm.

Faith grinned back and linked her arm with his. "Absolutely not."

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><p>The Doctor watched Faith move about the dance floor with a local who had asked her to dance. They had been having a good time up until that point, at least the Doctor had. Watching Faith stumble along as she tried to follow her partner's lead was making him concerned. Jealous even. But the Doctor wasn't going to admit that. He just didn't want to share his companion.<p>

He tucked his hands in his pockets, content to watch his surroundings for the moment and enjoying watching people in this corner of the universe carry on. And yet his eyes kept moving back to Faith and her dance partner. She was not graceful under normal circumstances and she aware of it, which made her awkward sometimes. Right now, from his point of view, she looked downright uncomfortable. And when those he cared for were threatened, he reacted violently.

_There's nothing here to worry about for once,_ he reminded himself as he slowly unclenched his hands. The Doctor paused. _They ARE humans, though._

His eyes landed on Faith again, where her partner was trying to persuade her into another dance. She leaned away from him in an effort to escape the hold he had on her hand. The lines in her curvy body radiated tension, and her face was set in a polite smile to anyone who didn't know her. But the Doctor did. He pushed away from the wall he'd been leaning against and headed straight for his companion.

"Another dance, my lady, please. Surely, your companion cannot be missing you so much," the Alystran could be heard saying as the Doctor approached the pair.

"I'm really all danced out. Thank you, though," Faith responded, still attempting to pull her hand away.

"But – "

"Mind if I cut in?" The Doctor cut in smoothly.

Both heads turned in his direction; one in obvious relief, the other in disappointment. Faith was nodding enthusiastically, causing his smile to lose its sharp edge and shift into something more pleasant.

"If you insist, sir," the man said to the Doctor.

"I do. And I'm sure the lady won't mind either."

Both men turned to Faith, who stopped nodding immediately and let the polite smile return to her face.

"Nope."

The Doctor beamed. "Brilliant!"

The Alystran raised an eyebrow. "Indeed." He turned back to Faith. "Thank you for the dance. I quite enjoyed it." He pressed a kiss to the back of her hand.

The Doctor straightened to his full height menacingly.

The man's eyes lingered on Faith before sparing the Doctor a brief glance as he left. The Doctor watched the man leave before turning back to Faith with a wide grin. She was looking at him with one eyebrow raised. "What?"

"Really, Doctor. Did you have to act so jealous?"

"_What_?" His voice raised an octave.

"You. Jealous," she replied with a smirk.

The Doctor scoffed. "Please. That emotion is far below a Time Lord. Maybe I wanted to ask you to dance," he said in an effort to hide that he was indeed envious of the Alystran.

Faith's smirk softened into a real smile. "You don't dance, Doctor."

"Not exactly true. This version of me doesn't typically dance. That isn't to say I haven't or don't know how to."

"So you wanted to dance, anyway?"

He nodded happily with a grin. "Now you've got it."

She rolled her eyes. The Doctor made her head hurt sometimes with his logic. Yet, she really couldn't resist that heart-stopping smile.

"Well, you did save me from that grabby man…"

"'_Grabby'_?" The Doctor's expression darkened.

Faith cringed, realizing she'd said the wrong thing.

"It's fine, Doctor. I'm fine. See?" she said, spinning slightly with her arms out.

The Time Lord let out a breath he didn't know he was holding. He needed to get his emotions under control. They burned too strongly with Faith around, particularly his not-so-noble ones lately.

The Doctor stepped toward Faith and held out a hand for her to take. She smiled and placed her smaller hand in his larger one without hesitation. His answering grin made her stomach flip as he gently directed her hands to his shoulders before placing his own at her waist. They began to sway to the soft music that was playing.

"You're still not going to be allowed to leave the TARDIS from now on. You know that, right?"

"Hmm?" Faith was momentarily distracted at the feel of the Doctor pressed against her in a way that seemed more intimate than the frequent hugs he liked to give.

"I mean, with all the 'grabby' people you encounter, it might be safer if you never left the TARDIS."

"That takes all the fun out of traveling the universe, Doctor."

"Oh."

"Are you planning on keeping me captive, then?"

The Doctor looked down at the small woman staring up at him mischievously and smiled. "As long as you'd like me to."

"That might be a while. Think you can handle me for that long?"

"I'm pretty confident I can," he said, pulling her closer to his body.

Faith smiled, content in the fact the Doctor would have her around forever if she wanted to be with him for that long. She laid her cheek against his chest, listening to the dual heartbeats.

The Doctor smiled to himself as she leaned into him, content to have her in his arms. He leaned down to press a kiss to the top of her head and rested his cheek there. He was not going to assume Faith would be traveling with him forever. Because, in the end, he would end up alone. That's how it was to be for the Last Time Lord. But, he discovered, time was a string of moments. This was one moment he was happy to be sharing. Maybe they could share more of them.

"You know, it's not entirely my fault," Faith said.

"What's that?" he asked, lifting his head.

"The 'grabby people'. I attract strange people." She tilted her head back to see the Doctor, who had not stood to his full height. He was close enough so that their lips brushed as she raised her head to meet his eyes.

The pair split apart in surprise, staring at each other for a moment before averting their eyes. The Doctor rubbed his neck awkwardly, while Faith seemed frozen on the spot. She looked down at their feet – well, the Doctor's Converse and her gown's hem – before he cleared his throat and continued their conversation.

"So, I'm 'strange people'?"

Faith looked up at the Time Lord. He had a slightly deranged twinkle in his eyes that told her he was teasing.

"Well, you _are_ a mad man with a blue box."

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><p>"I think that went rather well. No running for our lives," Faith said as the Doctor unlocked the TARDIS.<p>

"That's not always the case. Besides, when things happen, there's always some slight miscommunication," the Doctor replied, glancing over at her.

There hadn't been any further incidents after their barely-there kiss. They'd danced a little more – no slow melodies – and Faith had insisted on trying a few more Alystran desserts before they left. He had to pull her away from the one that resembled chocolate cream pie. Happily, the weather had been just right as they walked back to the TARDIS.

Faith rolled her eyes with a grin. It was always miscommunication. For a man with a machine that translated any language, miscommunications happened a lot. Maybe it was the culture differences, she thought with a shrug, as she followed the Doctor into the police box.

The Doctor bounded up the ramp to the controls, throwing his long coat over the usual support column with practiced ease and started flipping switches. His companion followed at a more leisurely pace as he danced around the console, turning knobs and smacking levers into place to send them into the time vortex.

"So, where are we off to next?" he asked, excited to see their next destination. "Sansphra Six? They have the best beaches of purple sand. Or the Lapilis Galaxy? The grass looks like emeralds and the sky looks like sapphire. _Or _we could just set the TARDIS for random and see where we turn up."

"Bed."

The Doctor's hands paused over the controls. "Bed?" His voice squeaked and his mind supplied him with not-so-helpful images of what could happen there.

Faith blushed as she realized what she said. "Yeah. I, uh, I'm tired. I want to get some sleep."

"Oh." The Doctor didn't know whether to be relieved or disappointed. "Yes. You humans do need an awful lot of rest, don't you? Not a problem," he said, changing directions and resetting his course. "I'll just send us into the vortex and shut the TARDIS down for a bit. Let her rest for a bit too. Right, girl?" He stroked the console of his ship affectionately.

Faith watched the Doctor move with care around the controls of the TARDIS and smiled slightly. The "mad man" she traveled with loved his blue box, and she was pretty sure it loved him back. She was beginning to think she kind of loved him too, but she was not going to risk this great time over something that could ruin their friendship. She wanted to stay with the Doctor for as long as she could.

The lights in the control room dimmed, leaving a soft glow emitting from the central column of the time rotor. The Doctor pushed away from the console, shoving his hands into his pockets and rocking back on his heels.

"There we are," he said with a grin, "all done. A chance to rest. Though, I don't really need it. Time Lords do not really sleep that much, you see. Maybe I'll read a book. That might be nice."

"How long will that keep you out of trouble, Doctor?"

"I'm insulted you think I'll get into 'trouble'."

"Just don't go off and die without me while I'm asleep," Faith said with the hint of a grin as she walked past the Doctor.

"Never," he answered, catching up with her in three quick strides. "Now what kind of proper date would I be if I didn't show you to your door?" He smiled and offered her his hand.

She looked at his hand and back at the Doctor's smiling face. The Time Lord had too much charm for his own good. Maybe that was part of the reason why everyone could fall in love with him. She smiled back and took his hand, letting him lead her deeper into the TARDIS.

The Doctor's smile brightened further as Faith's small hand slipped into his own. It never ceased to amaze him how much trust she could give him. She'd made it quite obvious when they met she did not trust easily, but then again, neither did he. Now, only a look could tell him what he needed to know. And sometimes things he didn't even ask for. Those times, he didn't dare ask because he was too afraid of the answer.

"You did have a good time, yeah?" the Doctor couldn't resist asking.

"Absolutely. The food was brilliant."

The Doctor chuckled. "That's all that was brilliant? The food?"

"The music was beautiful too."

"You were beautiful, Faith."

Faith looked up at the Doctor in surprise and blinked. "No…"

"I mean it! Absolutely brilliant, you are," he said, brushing a strand of her hair away from her face affectionately.

She smiled slightly. "You don't look half bad yourself, Doctor."

"_Well_, I try," he said with a shrug and loosened his tie some.

She giggled and the Doctor grinned in delight.

"Here we are. Safe and sound." The Doctor stopped them at Faith's door.

When she'd first come aboard the TARDIS, Faith had trouble finding her way around if she left the main console room or her own bedroom. To avoid falling into the swimming pool again, she placed a sunflower on the door to distinguish it from the others. The flower remained on the door and no one had bothered to take it down since.

"Thank you, Doctor," she said, releasing his hand.

"Thank you, love," he answered with a small bow.

Faith giggled again.

"I mean it." He paused. "Sometimes I wonder what I'd do without you," he admitted in a small voice.

"You wouldn't have to pull someone out of the pool."

The Doctor laughed. "Very true. But you make things fun!" He reached down to scoop her up in his arms.

"I try. At least I'm not boring!"

"Believe me, Faith. The very last thing you are is boring."

She grinned against his shoulder. It was times like these when she was completely glad she decided to travel with the Doctor. He set her back down on her feet and she let herself lean against him just to feel his strength and know he cared about her in some way.

"You're perfect," he murmured into her hair, more to himself than anything. "Lovely. Smart. Courageous. Perfect."

Faith looked up at the Doctor, pulling back to meet his eyes in stunned silence. He couldn't think that of her. She was anything but perfect. _He_ was those things; not her.

The Doctor looked down at those wide hazel eyes looking back at him and he could see the doubt forming in them. Faith may have shown her own faith and trust in him with her life, but her opinion of herself was very low. Why couldn't she see the beautiful woman – inside and out – he saw when he looked at her? Perhaps, it was time for him to show her she was as beautiful as he said she was.

He reached up to cup her cheek in his palm, brushing his thumb over her cheekbone carefully. The hand at her back tightened possessively before he stepped closer and dipped his head to catch her lips with his own.

Faith squeaked in surprise at the suddenness of the kiss. She hadn't been expecting _that_. But now that he was kissing her, the only thing that ran through her mind was his name. _Doctor. _His soft, slightly chapped lips were firm against her own and he held her carefully as though she was fragile. The tenderness and strength together made her whimper and wrap her arms around his shoulders.

The Doctor pulled away, barely breathing hard, thanks to a handy respiratory bypass system; but he was willing to put its efficiency to the test. Faith had soft, plump lips that tasted as good as they looked. And her curvy body clung to his in a way that conveyed absolute trust. He just hoped he hadn't bollocked things up and would have to send her away because he was wrong. He couldn't bear having to lose another companion like he had lost Donna.

Faith slowly blinked her eyes open, suddenly afraid of what would happen next. Did the Doctor think he made a mistake? Would she have to leave? She didn't want to leave. She looked up at him hesitantly, and was surprised at what she found. His dark eyes were darker than normal and wide open. Focused solely on her.

The man whose eyes had seen things people could only dream of. Eyes that could be as cold as stone or as warm as sunlight were focused on her small human self. And they were filled with something she'd never seen. Want. It made her feel weak-kneed, and it was everything she could do to keep standing. And to make matters worse, he started to babble when she didn't say anything.

"I'm sorry. I'm so sorry. I shouldn't have done that. I can take you home, if you like. You'll never have to see me again."

_No!_ She couldn't let him do that to her. Not when he wanted her too.

The Doctor started to pull away from her, thinking he'd made a very large error in judgment when she actually surprised him for once. She tightened her arms around his shoulders and threaded her fingers in his hair before pulling him down to her and crushing her lips to his own. His hearts momentarily skipped beats before he wrapped his arms firmly around her waist, pulling her back against him in happiness.

"Don't leave me," Faith murmured against his lips. "Please don't leave."

The Doctor kissed her back enthusiastically. "Never, love." He brought his hands up to gently cup her face. "As long as you want to stay, stay. I don't want you to go, either," he declared firmly, meeting her eyes before kissing her again.

She sighed against his lips, happy they'd gotten the matter of her staying out of the way. Why would she want to go? Especially if this was what waited for her here.

He traced the seam of her lips and was readily granted access for a proper kiss, and the only thing that crossed his normally busy mind was why did he wait so long to do this? She tasted of chocolate and strawberries from her desserts and it was heavenly. He backed her up into the door of her room, trying to get it open while reluctant to remove both hands from caressing her bare skin. Faith did not let his efforts deter her, however, and she continued to eagerly kiss back, playing with the hair at the nape of his neck, causing him to growl in frustration. Damn door. He wanted to get to a horizontal surface, preferably a bed, before his legs decided to give out on him.

"Wait, wait. Wait. Wait. Wait," the Doctor said, pulling away from Faith reluctantly but determinately struggling with the door.

"What is it? What's wrong?" Faith asked, panting for breath.

"Hang on a tick. I can't get the damn door open." He tugged on the door handle a few times but it wouldn't slide open.

Faith laughed lightly after a second and placed her hand over the Doctor's. The door warmed slightly and easily pulled open for them.

He looked down at her, completely dumfounded and at a loss for words. "What?"

She smiled. "I think the TARDIS doesn't agree with you trying to get into a woman's bedroom without her permission."

The Doctor had the decency to look chastised. "Sorry."

"It's okay," she answered, taking his hand and pulling him into her room. She stopped by her bed and slid her hands up his shoulders. "You're always welcome."

The Doctor grinned. He leaned down again to kiss her passionately, leaving her clinging to the lapels of his pinstriped suit jacket. His hands went to her hair, finding the clips that held it up and pulling them free so he could run his long fingers through the soft strands.

Faith's hands fell to the buttons of his jacket, trying to get it undone and off his shoulders. His tie followed and she went to work on pulling his shirt from his trousers and unbuttoning it. The Doctor released his hold on her long enough to shrug out of the shirt. He cupped her face in both hands before letting one run down the column of her throat and down to her shoulder, taking one of the straps of her gown with it. His hand circled around her back to find the zipper of her dress and pull it down, baring her skin to his touch. She took her hands from caressing his back long enough to push the dress down and kick it away, leaving her standing half naked before him.

The Doctor took a moment to breathe and step back from Faith to admire the view. She stood before him in her bra and panties looking like she was trying not to fidget. His eyes moved over her body appreciatively, stopping when they landed at her feet. He let out a surprised laugh of delight. She also had on a pair of green Converse. He met her eyes with a grin and she blushed prettily.

"You wore those with your dress?"

"Well, I didn't know if we were going to be running somewhere. I wanted to be prepared."

The Doctor's grin grew brighter, if possible. He gathered her close before scooping her up in his arms. "Brilliant!" He carried her over to her bed where he laid her down against the pillows. "You're perfect, love. Don't ever change," he said with a smile, kneeling over her body to kiss her lips before leisurely kissing his way down the side of her neck.

"I wasn't planning on it," she said, holding onto his slim hips, tilting her head back to allow him better access to her neck. She felt him smile against her skin as he placed an open-mouthed kiss to the hollow of her throat, and laughed as his out of control hair tickled her skin at the same time his clever fingers ran over her sides lightly. Faith gasped as the Doctor kissed the tops of her breasts, feeling those long fingers reach around her back for the clasps on her strapless bra before successfully freeing her from it and tossing it to the floor.

The Doctor was quite happy where he was, nuzzling his companion's skin and placing kisses here and there. She had amazing curves and she tasted delicious to his palate. He felt Faith wiggle and two distant thuds later confirmed she had kicked off her Converse, which seemed like a good idea, so he toed off his own shoes and socks, letting them fall to the floor as well. He felt small, nimble fingers trail across his stomach and his muscles tightened as her hands went to the waist of his trousers, fumbling with the button and zip. He hissed as her fingers brushed against him, sure she could feel how desperately hard he was and had been for a while now. He helped her push the pinstriped material off his hips until he could finally kick it away.

Faith ran a hand through the Doctor's soft brown hair, her breath hitching at the attention he gave her breasts, while the other hand slid along the line of his back and the curve of his arse. She was actually surprised Time Lords _wore_ underwear, and tried not to snicker at the absurdity of the thought. She brought a leg up, hooking her foot over his calf and running over it before hitching the leg around his waist, bringing them in closer contact. His hips bucked into hers and she let out a soft moan at the feeling.

The Doctor lifted his head and stared at Faith with dark eyes, deliberately thrusting his hips into hers again just to hear her whimper. He gave her a smug smirk and kissed her again, letting his fingers move across her skin to the edge of her panties, briefly dipping past them to caress her. She squeaked unexpectedly and blushed red, while the Doctor chuckled to himself. He moved her leg from around his waist, kissing the inside of her knee, before placing her foot back on the bed. He glanced up at her with a raised eyebrow as his hands moved to the edges of the last piece of material covering her.

"Can I?" he asked simply.

Faith nodded once. "Yes." She trusted the Doctor with her life.

The Doctor brushed his lips against hers, pulling her panties down her hips and off completely, dropping them to the floor. He let his eyes travel over her naked body and felt his mouth start to water from the sheer want that overcame him. His two hearts sped up from just looking, and it was very hard to resist burying himself in her and seeing to his own pleasure before hers.

"Look at you. You're beautiful, my Faith. So beautiful…"

"No –" She started to shake her head.

"Yes," he said firmly. "Never say you aren't beautiful again. I never want to hear you say that."

The firm, finite tone in his voice as he corrected her had Faith clenching her thighs together as she throbbed in response to the deep timbre of the Time Lord's voice. The authority in his words both scared and excited her.

He smiled at her softly to let her know he was not angry and kissed her, trailing his hands along her body and making her arch against him. She reached for his hips and slipped her hands underneath his boxer shorts to clutch at the curve of his arse as he licked down the column of her throat. He pushed his shorts down and kicked them off, eager to feel his skin against hers.

Faith moaned at the feel of the Doctor against her thigh. He was quite well endowed – she idly wondered if it was another thing particular to Time Lords. However, any thoughts she might have had about Time Lord physiology was erased from her mind once the Doctor moved between her legs. One long finger pressed inside her, closely followed by a second, making her moan as they moved in and out of her. A third had her crying out and clutching at his back, whimpering at the loss until something much thicker pressed inside her.

The Doctor let out a soft groan as he fully entered Faith's body. She felt amazing. He kissed along her jaw, moving down her throat to her breasts, cupping one in his palm and caressing her as he gave its twin equal attention with his mouth. He withdrew slowly and pushed back into her carefully, moaning at the feeling of her squeezing around him. He pushed himself up on his arms and caught her lips in a deep kiss as he rolled his hips into hers. He felt her legs hook around his waist to bring them closer together, meeting his thrusts with her own, and they soon found a rhythm.

Faith clutched at the Doctor's arms, trying to find an anchor to the amazing feelings he was creating in her as he moved above her. She placed kisses to his face, neck, chest – anywhere she could reach – as she gasped and whimpered. He grunted at a particularly deep thrust and she cried out his name, digging her nails into his shoulders. Moving faster, the Doctor tried not to give into the desire to mark and claim her as his, but he couldn't help himself and bit down on her neck before soothing the pain with a rasp of his tongue. He knew he wasn't going to last very long – not with the way Faith seemed content in running her hands over every inch of skin she could reach.

She looked up at the Doctor and felt a wave of intense emotion wash over her at the look in his eyes. The raw emotion and passion in those deep eyes made her cry out and clench around him. She arched up to meet him in a kiss, running a hand through his wild hair and making it stand on end where it wasn't plastered to his forehead with sweat. He shifted angle slightly on his next thrust and she moaned deeply against his lips, feeling herself wind so tight she felt she would break.

"Doctor," she panted against his mouth. "I think –"

"Don't," he gasped. "Don't think. Just let go."

He silenced her with another passionate kiss, cupping her hips in hands and pounding into her without restraint. He was so close, and so was she. Her legs tightened around his waist, her feet pressing into the base of his spine, urging him on. A few more thrusts and he shuddered, coming with a deep groan in the back of his throat. Faith felt herself clench at the animalistic noise and cried out, digging her fingers into his back, shaking with the force of her orgasm. He continued to move in her shallowly, seeing her through her orgasm, before eventually stilling.

As the last of his strength left him, the Doctor's arms gave out and he collapsed over Faith, his hearts pounding, cradling her body against his own. He buried his face in her neck, placing a soft kiss to the damp skin as he tried to regain his breath. He felt her gentle hands comb through his hair and he smiled.

Faith let her hand run through the Doctor's hair in a calming manner as she looked up at the ceiling and gasped for breath. The Doctor did not tire easily, least of all in bed, that was for certain. She was going to ache tomorrow, but in such a good way, she thought as she shifted to let her legs tangle with his. The Doctor raised his head and smiled at her. She smiled back and gently brushed his hair off his forehead.

"Hello," he said softly.

"Hi."

He grinned and kissed her. "Are you all right, love?"

"Brilliant," she replied, smiling up at him.

The Doctor chuckled wryly and kissed her again. Now that he could, he never wanted to stop. She ran her fingers through his hair, loving the feeling of the soft strands tickling her fingertips as they kissed.

"Is this what I am now? Your lover?" Faith ran her hands along his shoulders as the Doctor licked at her collar bone, finding the taste fascinating.

"Lover and companion, yes. And I'm yours, if you'd like," he said against her skin. He looked up at her again. "For however long you'd like."

"Forever."

The Doctor's hearts seized painfully at the number of times he'd heard that word. He couldn't bear the thought of losing her so soon. He gently pulled himself from her body and lay on his back at her side to stare up at the ceiling.

"Doctor?" Faith asked, rolling onto her side to look at him.

"Forever is a long time."

"Yes?"

"I've seen so much in over nine hundred years, but I know with certainty forever is impossible. No one ever stays forever," he said sadly, looking over at her with hurt in his eyes.

Faith stared back at the Doctor. The pain in his ageless eyes made her want to cry for him. She could see how badly he wanted forever a number of times over, and it killed a little piece of him every time. She laid her hand on his chest, over one of his two hearts.

"I'm sorry."

The Doctor swallowed heavily and looked away.

"But you're not getting rid of me that easily," she declared, thumping him on the chest and drawing his attention. He looked down at her with a startled expression. "I'm here for as long as you want me. As long as you need me, I'm not going anywhere." She placed a kiss to where his second heart was, laying her hand flat over his first heart, and propped her chin on his shoulder, smiling up at him.

The Doctor stared down at her in amazement. He knew there was a good reason why he picked Faith as his companion. And now lover. Given time, maybe he could tell her he loved her. And he had time. He _was_ a Time Lord.

"My Faith…You are brilliant, you are," the Doctor said with a grin, wrapping an arm around her shoulders and placing a kiss to the top of her head. He tucked a finger under her chin so he could tilt her head up to give her a proper kiss.

"I'll never get tired of doing that," he murmured against her lips.

Faith laughed and nuzzled his chest, laying her head down.

"Sleep, love. We'll decide where we're going next when you wake up." He reached down to find her comforter and pulled it over both of them before pulling her close.

"Will there be running?"

"Oh, yes."

Faith grinned and laughed, wrapping her arm around the Doctor's slim waist before closing her eyes. 

* * *

><p><strong>If you got this far, I hoped you enjoyed it. There is a short sequel coming too!<strong>_  
><em>


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